MRVL

• GAAP gross margin was 53.1%; non-GAAP gross margin was 58.9%.
• GAAP diluted EPS was $0.33; non-GAAP diluted EPS was $0.94.
• Cash flow from operations was $605.5 million.
• Q3 fiscal 2027 outlook: net revenue expected to be $3.150 billion ±5%; non-GAAP diluted EPS expected to be $1.10 ±$0.05.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On August 18, 2026, Marvell issued Google a warrant to purchase up to 58,970,907 shares of Marvell common stock at an exercise price of $206.58 per share.
• 1,360,867 warrant shares vest in equal quarterly installments during the first year; the remaining shares vest in 240 equal tranches, one tranche for each $500 million in Custom Products revenue from Marvell's Q3 fiscal 2027 through fiscal year 2033.
• The warrant is exercisable until August 18, 2033, and is not transferable except to controlled affiliates without Marvell's consent.
• The warrant and warrant shares are issued under the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

1.01 Entry into a Material Definitive Agreement · 3.02 Unregistered Sales of Equity Securities · 9.01 Financial Statements and Exhibits

• The 8-K was filed solely to include the opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation regarding the legality of the securities issuance.
• The opinion is attached as Exhibit 5.1, and the consent of the law firm is included as part of that exhibit.
• The filing also includes a cover page interactive data file embedded in Inline XBRL.
• The report was signed by Mark Casper, EVP, Chief Legal Officer and Secretary.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Stockholders approved, on an advisory basis, the compensation of named executive officers with 327,552,779 votes for and 258,555,897 against.
• The ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending January 30, 2027 was approved with 706,475,236 votes for.
• A stockholder proposal to implement an Independent Board Chairman was not approved, with 215,860,927 for and 369,216,217 against.
• The Board declared a quarterly dividend of $0.06 per share, payable July 30, 2026 to stockholders of record as of July 10, 2026.

5.07 Submission of Matters to a Vote of Security Holders · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Willem Meintjes resigned as CFO and EVP effective June 15, 2026, and will remain in an advisory capacity through April 17, 2027.
• Daniel Durn resigned from the Board and Audit Committee on June 10, 2026, and was appointed CFO and EVP effective June 15, 2026.
• Durn previously served as CFO at Adobe, Applied Materials, NXP Semiconductors, and GlobalFoundries.
• The company reaffirmed its Q2 fiscal 2027 financial outlook in the related press release.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• GAAP gross margin was 52.1%; non-GAAP gross margin was 58.9%.
• GAAP diluted EPS was $0.04; non-GAAP diluted EPS was $0.80.
• Cash flow from operations was $638.8 million, a record high.
• Q2 FY2027 revenue guidance is $2.700 billion +/- 5%, with non-GAAP diluted EPS of $0.93 +/- $0.05.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Marvell Technology, Inc. completed a public offering of $1,000,000,000 aggregate principal amount of 5.300% Senior Notes due 2036 on April 15, 2026.
• The Notes mature on April 15, 2036, with interest payable semi-annually on April 15 and October 15, beginning October 15, 2026.
• The Notes were sold to underwriters at 99.235% of principal and offered to the public at 99.885% of principal.
• The offering was made under a shelf registration statement on Form S-3 and is governed by the Fifth Supplemental Indenture dated April 15, 2026.
• Underwriters included Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, and Mizuho Securities USA LLC.

1.01 Entry into a Material Definitive Agreement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The preferred stock is initially convertible into up to 21,778,000 shares of Marvell common stock at an initial conversion price of approximately $91.8355 per share.
• The sale was conducted as a private placement under Section 4(a)(2) of the Securities Act of 1933.
• Marvell filed a Certificate of Designation with Delaware to establish the terms of the Series A Preferred Stock, including conversion, dividends, voting, and liquidation provisions.
• The companies also announced a strategic partnership to connect Marvell to NVIDIA's AI factory and AI-RAN ecosystem through NVLink Fusion, including collaboration on silicon photonics technology.

3.02 Unregistered Sales of Equity Securities · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits